SUMMARY FROM EXTRAORDINARY GENERAL MEETING OF EPISURF MEDICAL
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Episurf Medical AB (publ) (”Episurf” or the “Company”) held an extraordinary general meeting on 7 December 2018 in Stockholm at which it was resolved to approve the Board of Director’s resolution on a directed new issue of shares of series B, and a directed new issue of warrants of series 2018/2020, in accordance with the Company’s press release from 12 November 2018.
Directed issue of shares of series B with deviation from the shareholders’ preferential rights
The board resolution approved by the extraordinary general meeting mainly means a new issue of not more than 3,713,814 shares of series B directed to Niles Noblitt (or an entity controlled by Niles Noblitt) and certain other in advance selected investors (the “Share Issue”). The reason for deviating from the shareholders’ preferential rights by conducting a directed new share issue is to secure new capital in a quick and resource-efficient way, and to board a new principal owner who contributes with both capital and valuable industry knowledge.
The subscription price for each share of series B in the Share Issue is SEK 4.00, and has been determined through a bidding procedure and negotiations with investors.
Directed new issue of warrants of series 2018/2020 with deviation from the shareholders’ preferential rights
The board resolution approved by the extraordinary general meeting mainly means an issue of not more than 2,252,210 warrants of series 2018/2020 directed to Niles Noblitt (or an entity controlled by Niles Noblitt). The reason for deviating from the shareholders’ preferential rights by conducting a directed warrant issue is to broaden the shareholder base, and to board a new principal owner who contributes with both capital and valuable industry knowledge.
The warrants are issued free of charge. Each warrant entitles its holder to subscribe for one share of series B in the Company for a subscription price of SEK 4.00 during the period from and including 14 December 2018 until and including 14 December 2020.
Through the Share Issue, the number of shares in the Company will increase by no more than 3,713,814 shares, from 31,400,000 shares (of which 5,221,662 shares of series A with three votes and 26,178,738 shares of series B with one vote) to a maximum of 35,114,214 shares (of which 5,221,662 shares of series A with three votes and 29,892,552 shares of series B with one vote). The number of votes will increase by no more than 3,713,814, from 41,843,724 to 45,557,538.
For more information, please contact:
Pål Ryfors, CEO, Episurf Medical
Tel:+46 (0) 709 62 36 69
Email: pal.ryfors@episurf.com
About Episurf Medical
Episurf Medical is endeavoring to bring people with painful joint injuries a more active, healthier life through the availability of minimally invasive and personalised treatment alternatives. Episurf Medical’s Episealer® personalised implants and Epiguide® surgical drill guides are developed for treating localized cartilage injury in joints. Episurf Medical’s μiFidelity® system enables implants to be cost-efficiently tailored to each individual’s unique injury for the optimal fit and minimal intervention. Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, go to the company’s website: www.episurf.com.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipient of this press release is responsible for using the information in this press release in accordance with applicable law in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.
These materials may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States
The information in this press release may not be announced, published or distributed to Canada, Australia, South Africa, Japan, Hong Kong, Switzerland, Singapore or New Zealand or in any other jurisdiction where the announcement, publication or distribution of this press release would not comply with applicable laws and regulations.
This press release is not a prospectus for the purposes of Directive 2003/71/EC as amended through Directive 2010/73/EU. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus or other offering document has been or will be prepared in connection with the directed share issue.
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